DEF 14A of Compass Therapeutics, Inc., Apr 29, 2026

DEF 14A of Compass Therapeutics, Inc.

Filed Apr 29, 2026 · FY20250001140361-26-017649

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS Our Board of Directors currently consists of seven members. In accordance with the terms of our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, our Board of Directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

  2. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    | • | Class I Directors: Ellen V. Chiniara and Mary Ann Gray, and their terms will expire at the annual meeting of stockholders to be held in 2027; |

  3. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    | • | Class II Directors: Philip J. Ferneau, James P. Boylan, and Carl L. Gordon, and their terms will expire at the annual meeting of stockholders to be held in 2028; and |

  4. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    | • | Class III Directors: Thomas J. Schuetz and Richard S. Lindahl, and their terms will expire at the Annual Meeting. |

  5. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of our Board of Directors. Our Amended and Restated Certificate of Incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of capital stock then entitled to vote in an annual election of directors, and that any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote of a majority of our directors then in office. Our Board of Directors has nominated Thomas J. Schuetz and Richard S. Lindahl, for election as the class III directors at the Annual Meeting. All nominees are currently directors and have consented to serve as our directors if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors. The biographies of each of the nominees and continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee of our Board of Directors to determine that the person should serve as a director of Compass. In addition to the information presented below regarding each such person’s specific experience, qualifications, attributes and skills that led our Board of Directors and our Nominating and Corporate Governance Committee to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Compass and our Board of Directors. There are no material legal proceedings to which any of our nominees and continuing directors is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our Board of Directors may designate.

  6. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and their ages as of April 15, 2026.

  7. Nominees for Election as Class III Directors

    | Name | Positions and Offices Held with Compass | Director Since | Age | | Thomas J. Schuetz, M.D., Ph.D. | Vice Chairman of the BoardChief Executive Officer | 2015 | 65 | | Richard S. Lindahl, M.B.A. | Director | 2023 | 62 |

  8. Nominees for Election as Class III Directors

    Thomas J. Schuetz, M.D., Ph.D., is our Chief Executive Officer and the vice chairman of our Board of Directors. He served as our Chief Executive Officer from July 2014 until January 2024 and from May 2024 to present, and he served as our President of Research and Development from January 2024 to May 2024. He has served as a director since 2014 and as vice chairman of the Board of Directors since January 2024. He has over 30 years of experience in oncology, biopharmaceutical drug development and life science venture investing. Dr. Schuetz co-founded Compass in 2014 following conceptual discussions while he was a venture partner at OrbiMed Advisors LLC. As a physician-scientist and serial entrepreneur, he aspired to create an antibody therapeutic company based on novel biology, protein engineering, and key medical insights gathered throughout his career. While at OrbiMed, Dr. Schuetz co-founded Audentes Therapeutics, Inc., where he served as a director until its acquisition by Astellas Pharma Inc. Also at OrbiMed, he participated in the investments in Enobia Pharma Inc. (“Enobia”), Relypsa, Inc. (“Relypsa”), and Arteaus Therapeutics, LLC (“Arteaus”), and served as a director at each of those companies. Enobia was acquired by Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN) in 2011, Relypsa was acquired by Galenica AG in 2016 and Arteaus was acquired by Eli Lilly and Company (NYSE: LLY) in 2014. Dr. Schuetz has multiple years of clinical strategy, development, and operations experience including roles as chief medical officer of Therion Biologics Corporation, a cancer vaccine company, and as the vice president of clinical affairs at Transkaryotic Therapies, Inc., a company acquired by Shire Pharmaceuticals Group Plc. Dr. Schuetz completed his medical training at Massachusetts General Hospital, where he served as the chief medical resident, and completed a medical oncology fellowship at the Dana-Farber Cancer Institute. Dr. Schuetz holds a B.S. in chemistry from Xavier University, an M.D. from Harvard Medical School and a Ph.D. in genetics from Harvard University. We believe that based on Dr. Schuetz’s knowledge of our Company, industry, and business and his service as our Chief Executive Officer, Dr. Schuetz is qualified to serve on our Board of Directors. Richard S. Lindahl, M.B.A., joined the Compass Board of Directors in April of 2023. Since March 2018, Mr. Lindahl has served as executive vice president, chief financial officer, and treasurer of Emergent BioSolutions, Inc. (NYSE: EBS), a global life sciences company focused on delivering protections against public health threats. Prior to joining Emergent BioSolutions, Inc., Mr. Lindahl served as chief financial officer of CEB Inc., a company providing best research and decision support to business leaders, from May 2009 until April 2017 and as its principal accounting officer until July 2015. From 2006 until 2008, Mr. Lindahl served as senior vice president and treasurer of Sprint Nextel Corporation and from 2005 to 2006, he served as vice president and treasurer of Sprint Nextel. From 1997 until 2005, Mr. Lindahl served in various positions at Nextel Communications, Inc., including as treasurer and in financial planning and analysis roles. Prior to joining Nextel, Mr. Lindahl held various positions at Pocket Communications, Inc., MCI Communications Corp., Deloitte & Touche LLP, and Casher Associates, Inc. Mr. Lindahl earned an M.B.A. from the Darden School at the University of Virginia and a B.A. in computer science from Dartmouth College. We believe that Mr. Lindahl is qualified to serve on our Board of Directors based on his extensive financial and business experience, including serving as a chief financial officer of multiple publicly traded companies.

  9. Directors Continuing in Office

    Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 15, 2026.

  10. Directors Continuing in Office

    | Name | Positions and Offices Held with Compass | Director Since | Class and Year in Which Term Will Expire | Age | | Ellen Chiniara, J.D. | Director | 2022 | Class I – 2027 | 67 | | Mary Ann Gray, Ph.D. | Director | 2022 | Class I – 2027 | 73 | | Philip J. Ferneau, M.B.A, J.D. | Director | 2015 | Class III - 2028 | 64 | | James P. Boylan, M.B.A. | Director | 2022 | Class III - 2028 | 59 | | Carl L. Gordon, Ph.D., C.F.A. | Chairman of the Board | 2015 | Class III - 2028 | 61 |

  11. Class I Directors (Term expires at the 2027 annual meeting of stockholders)

    Class I Directors (Term expires at the 2027 annual meeting of stockholders) Ellen V. Chiniara, J.D., joined the Compass Board of Directors in April of 2022. In September of 2025, Ms. Chiniara retired from her role as chief legal officer and corporate secretary of biopharmaceutical company Kymera Therapeutics, Inc. (Nasdaq: KYMR), a position she had held since January of 2023. Ms. Chiniara previously served as executive vice president, chief legal officer and corporate secretary of Alexion Pharmaceuticals, Inc., a pharmaceutical company from January of 2018 until its acquisition by AstraZeneca PLC (LSE/Nasdaq: AZN) in July 2021. In this role, she was responsible for all global legal and intellectual property matters. Prior to joining Alexion, Ms. Chiniara was senior vice president, general counsel and corporate secretary of Alere Inc., a point-of-care diagnostics company, from October 2006 to its acquisition by Abbott Laboratories (NYSE: ABT) in October 2017. She was responsible for all legal matters and government affairs and, in June 2014 she assumed oversight of compliance matters. Earlier in her career, Ms. Chiniara was a partner at the law firm Hale and Dorr LLP (now Wilmer Cutler Pickering Hale and Dorr LLP). Ms. Chiniara received her J.D. from Stanford University’s School of Law and her B.A. from Bryn Mawr College. We believe that Ms. Chiniara is qualified to serve on our Board of Directors based on her extensive industry experience and expertise in legal, compliance, and governance matters. Mary Ann Gray, Ph.D., joined the Compass Board of Directors in April of 2022. Dr. Gray has been President of Gray Strategic Advisors, LLC, a biotechnology strategic planning and advisory firm, since September 2003. Previously, she served as senior analyst and portfolio manager of Federated Kaufmann Fund (“Federated”). Prior to Federated, she served as a biotechnology equity research analyst at multiple firms. Earlier in her career, she worked as a senior scientist both at Schering Plough Research and NeoRx Corporation. Dr. Gray currently serves on the board of directors of BioAtla, Inc. (Nasdaq: BCAB) and Keros Therapeutics, Inc. (Nasdaq: KROS). From December of 2019 to March of 2026, Dr. Gray served on the board of Rapt Therapeutics, Inc. (Nasdaq: RAPT) until its acquisition by GSK plc (LSE/NYSE: GSK), and she has previously served on the board of directors of many public and private biotechnology companies, including Palisade Bio, Inc. (Nasdaq: PALI) from April of 2021 to March of 2024 and Sarepta Therapeutics, Inc. (Nasdaq: SRPT) from December of 2018 to June of 2022. Dr. Gray earned a B.S. from University of South Carolina, a Ph.D. in pharmacology from the University of Vermont and completed her post-doctoral work at Northwestern University Medical School and at the Yale University School of Medicine. We believe that Dr. Gray’s extensive experience in the biotechnology and biopharmaceutical industry experience, including serving on the boards of publicly traded life sciences companies and high-level accounting and financial expertise, qualifies her to serve on our Board of Directors.

  12. Class II Directors (Term expires at the 2028 annual meeting of stockholders)

    Class II Directors (Term expires at the 2028 annual meeting of stockholders) Philip J. Ferneau, M.B.A., J.D., joined the Compass Board of Directors in June of 2015. Mr. Ferneau is co-founder and serves as managing partner of Borealis Ventures (“Borealis”), a venture capital firm focused on healthcare opportunities, a position he has held since 2002. Mr. Ferneau currently leads Borealis’ investments in Adimab, LLC, Triveni Bio, Inc., Ankyra Therapeutics, Inc., Evox Therapeutics Ltd, Orbit Discovery Ltd, Ovation.i.o, Inc., Teckro Limited, and T-Cypher Bio Limited. Mr. Ferneau was also responsible for the firm’s prior investments in Avedro, Inc. (IPO, then acquired by Glaukos Corporation (NYSE: GKOS)), Avitide, Inc. (acquired by Repligen Corporation (Nasdaq: RGEN)), GlycoFi, Inc. (acquired by Merck & Co., Inc. (NYSE: MRK)), M2S (acquired by AIG Altaris Health Partners), and Vets First Choice, Inc. (now Covetrus, Inc.: formerly Nasdaq: CVET, now private). Mr. Ferneau received an A.B. degree from Dartmouth College, a J.D. from the University of Virginia School of Law and an M.B.A. (with High Distinction) from the Tuck School of Business at Dartmouth. We believe that Mr. Ferneau is qualified to serve on our Board of Directors based on his extensive investment and life sciences industry experience. James P. Boylan, M.B.A., joined the Compass Board of Directors in November of 2022. Since May 2022, Mr. Boylan has led Enavate Sciences, a portfolio company of Patient Square Capital, LP. Mr. Boylan also currently serves on the board of directors of Immunome, Inc. (Nasdaq: IMNM) since October 2023, Zenas BioPharma, Inc. (Nasdaq: ZBIO) since November 2022, and Graviton Bioscience Corporation, and served on the board of CAMP4 Therapeutics Corporation (Nasdaq: CAMP) from June of 2022 until September of 2025. Prior to Enavate Sciences, Mr. Boylan was the President and Head of Investment Banking at SVB Leerink LLC (now Leerink Partners LLC) from 2009 to April 2021 and managing director, Healthcare Investment Banking at Merrill Lynch and Co., Inc.. Across his 25 years in investment banking, Mr. Boylan has worked with numerous life sciences and biotechnology companies to develop strategy and complete transactions in capital markets and mergers & acquisitions. Mr. Boylan earned an M.B.A. in finance from Columbia Business School and a B.S. in finance from Lehigh University. We believe that Mr. Boylan is qualified to serve on our Board of Directors due to his extensive investment and business experience in the life sciences and biotechnology sectors. Carl L. Gordon, Ph.D., C.F.A., joined the Compass Board of Directors upon Compass’s inception in 2015. Dr. Gordon is a managing partner at OrbiMed Advisors LLC, an investment firm, a position he has held since 1998. Dr. Gordon currently serves on the boards of directors of Keros Therapeutics Inc. (Nasdaq: KROS) since March 2020 and Lomond Therapeutics Holdings, Inc. (trading on OTC) since August 2024, as well as several private companies. Dr. Gordon previously served on the boards of directors of several publicly-traded companies, including Adicet Bio, Inc. (Nasdaq: ACET) from August 2015 to April 2025, ArriVent BioPharma, Inc. (Nasdaq: AVBP) from December 2022 to June 2025, Gemini Therapeutics Inc. (which merged with Disc Medicine, Inc. (Nasdaq: IRON)) from April 2016 to December 2022, Kinnate Biopharma, Inc. (Nasdaq: KNTE) form December 2019 to April 2024, MBX Biosciences, Inc. (Nasdaq: MBX) from July 2020 to June 2025, ORIC Pharmaceuticals, Inc. (Nasdaq: ORIC) from November 2015 to November 2021, Terns Pharmaceuticals, Inc. (Nasdaq: TERN) from October 2018 to February 2025, and Theseus Pharmaceuticals, Inc. (acquired by Concentra Biosciences, LLC) from June 2018 to February 2024. Dr. Gordon received a B.A. in Chemistry from Harvard College, a Ph.D. in Molecular Biology from the Massachusetts Institute of Technology, and was a Fellow at The Rockefeller University. We believe that Dr. Gordon is qualified to serve on our Board of Directors due to his scientific expertise, extensive business experience, and experience in venture capital and the life science industry.

  13. Compensation Committee

    | • | reviewing and making recommendations to the Board of Directors with respect to director compensation; |

  14. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In 2025, we updated our standard cash compensation structure for our directors in the form of annual cash retainers as set forth below. These annual cash retainers are paid on a quarterly basis. Effective January 1, 2026, the Board of Directors updated the annual cash retainers as set forth below.

  15. DIRECTOR COMPENSATION

    | Position | 2026 | 2025 | | Annual Director Retainer | $45,000 | $45,000 | | Chairperson of the Board | $25,000 | $15,000 | | Chairperson of the Audit Committee | $15,000 | $10,000 | | Chairperson of the Compensation Committee | $12,000 | — | | Chairperson of the Nominating & Corporate Governance Committee | $10,000 | — | | Audit Committee Membership | $7,500 | $5,000 | | Compensation Committee Membership | $6,000 | $5,000 | | Nominating & Corporate Governance Committee Membership | $5,000 | $5,000 |

  16. DIRECTOR COMPENSATION

    In addition, the Board of Directors has set standard target equity grants for our non-employee directors both at the time of initial appointment as a director and on an annual basis. Prior to January 1, 2026, new directors received options to purchase 50,000 shares of common stock at initial appointment as a director and existing directors had an annual target grant of options to purchase 40,000 shares of common stock, all of which vested in substantially equal monthly installments over four years following the date of grant. Starting in 2026, new directors will receive options to purchase 120,000 shares of common stock at initial appointment as a director vesting in equal monthly installments over three years and existing directors have an annual target grant of options to purchase 60,000 shares of common stock vesting in full on year after the grant date at the Company’s annual meeting. All such director equity grants are analyzed individually and subject to approval by the full Board of Directors.

  17. Director Compensation Table

    Director Compensation Table

  18. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Mary Ann Gray | 45,000 | — | 108,400 | 153,400 | | Ellen Chiniara | 60,000 | — | 108,400 | 168,400 | | Carl L. Gordon | 65,000(3) | — | 108,400 | 173,400 | | Philip J. Ferneau | 55,000(3) | — | 108,400 | 163,400 | | James P. Boylan | 50,000(3) | — | 108,400 | 158,400 | | Richard S. Lindahl | 55,000 | — | 108,400 | 163,400 |

  19. Director Compensation Table

    | (1) No stock awards were issued in 2025. |

  20. Director Compensation Table

    | (2) The amount represents the fair value of the option awards as of the grant date as computed in accordance with FASB ASC Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value of the awards are set forth in Note 9 to our financial statements for the year ended December 31, 2025. Note that the amounts reported in this column reflect the accounting cost for these stock option awards, and do not correspond to the actual economic value that may be received by the named executive officers from the awards. As of December 31, 2025, each of our non-employee directors held the following unexercised stock options: |

  21. Director Compensation Table

    | Non-Employee Director | Number of Unexercised Options Held as of December 31, 2025 | | Mary Ann Gray | 165,000 | | Ellen Chiniara | 165,000 | | Carl L. Gordon | 170,000 | | Philip J. Ferneau | 160,000 | | James P. Boylan | 80,000 | | Richard S. Lindahl | 130,000 |

  22. Director Compensation Table

    | (3) Cash retainers payable to the directors were made directly to the funds that they represent. |

  23. Overview

    Overview Historically, our executive compensation program has reflected our growth and corporate goals. To date, the compensation of the named executive officers has consisted of a combination of base salary, annual cash bonus, and long-term equity incentive compensation in the form of incentive units (which were converted to shares of restricted stock at the time of the Merger), stock options, restricted stock units, and other employee benefits generally available to our employees. Our named executive officers for the year ended December 31, 2025 were as follows:

  24. Summary Compensation Table

    Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.

  25. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Thomas J. Schuetz, MD., Ph.D. Chief Executive Officer | 2025 | 630,000 | 381,150 | — | 4,065,000 | 21,000 | 5,097,150 | | | 2024 | 575,000 | 400,000 | 1,230,375 | 867,882 | 19,800 | 3,093,057 | | Barry Shin(3) Chief Financial Officer | 2025 | 480,000 | 216,000 | — | 677,500 | 21,000 | 1,394,500 | | | 2024 | 296,888 | 50,000(4) | 660,000 | 481,254 | — | 1,220,942 | | Jonathan Anderman General Counsel and Corporate Secretary | 2025 | 450,000 | 198,000 | — | 758,800 | — | 1,427,800 | | | 2024 | 326,820(5) | 195,000 | — | 352,015 | 19,800 | 893,635 |

  26. Summary Compensation Table

    | (1) These columns represent the fair value of the stock and option awards as of the grant date as computed in accordance with FASB ASC Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value are set forth in Note 9 to our financial statements for the year ended December 31, 2025. Note that the amounts reported in this column reflect the accounting cost for these stock awards, and do not correspond to the actual economic value that may be received by the named executive officers from the awards. |

  27. Summary Compensation Table

    | (2) Consists of 401(k) plan employer matching contributions. |

  28. Summary Compensation Table

    | (3) Mr. Shin joined the Company in December 2024. |

  29. Summary Compensation Table

    | (4) Represents a one-time signing bonus paid to Mr. Shin in connection with the commencement of his employment. |

  30. Summary Compensation Table

    | (5) Mr. Anderman’s total 2024 compensation reflects an unpaid leave of absence period in April 2024 and a salary adjustment in August 2024. |

  31. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2025.

  32. Outstanding Equity Awards at 2025 Fiscal Year End

    | Name and Principal Position | Vesting Commencement Date | Option Awards | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price | Option Expiration Date | Number of Securities That Have Not Vested (#)(1) | Market Value of Securities That Have Not Vested ($)(1) | | Thomas J. Schuetz, M.D., Ph.D. Chief Executive Officer | 8/6/2020(4) | 500,000 | — | $5.00 | 8/6/2030 | — | — | | | 12/22/2020(4) | 250,000 | — | $5.00 | 12/22/2030 | — | — | | | 2/9/2021(2) | 700,000 | — | $5.00 | 2/9/2031 | — | — | | | 2/18/2022(3) | 670,864 | 29,136 | $2.40 | 2/18/2032 | — | — | | | 2/8/2023(3) | 495,856 | 204,144 | $3.93 | 2/8/2033 | 250,000 | 1,342,500 | | | 1/9/2024(3) | 305,463 | 332,037 | $1.93 | 1/9/2034 | 478,125 | 2,567,531 | | | 2/11/2025(3) | 312,500 | 1,187,500 | $3.65 | 2/11/2035 | — | — | | Barry Shin Chief Financial Officer | 12/9/2024(2) | 100,000 | 300,000 | $1.65 | 12/9/2034 | 300,000 | 1,611,000 | | | 2/11/2025(3) | 52,090 | 197,910 | $3.65 | 2/11/2035 | — | — | | Jonathan Anderman General Counsel and Corporate Secretary | 8/30/2021(2) | 130,000 | — | $4.05 | 8/30/2031 | — | — | | | 11/16/2021(3) | 85,000 | — | $3.83 | 11/16/2031 | — | — | | | 2/18/2022(3) | 47,932 | 2,068 | $2.40 | 2/18/2032 | — | — | | | 2/8/2023(3) | 56,678 | 23,322 | $3.93 | 2/8/2033 | — | — | | | 2/9/2024(3) | 36,674 | 43,326 | $1.57 | 2/9/2034 | — | — | | | 8/13/2024(3) | 100,000 | 200,000 | $1.20 | 8/13/2034 | — | — | | | 2/11/2025(3) | 58,340 | 221,660 | $3.65 | 2/11/2035 | — | — |

  33. Outstanding Equity Awards at 2025 Fiscal Year End

    | (1) The market value was determined using fair market value of $5.37 multiplied by the number of securities not vested. The fair market value was the closing stock price as of December 31, 2025. Stock awards vests in four equal annual installments, with the first installment vesting one year after the vesting commencement date. |

  34. Outstanding Equity Awards at 2025 Fiscal Year End

    | (2) Vesting schedule: 25% on the first anniversary of the vesting commencement date and the balance vesting in approximately equal monthly installments on the last day of each of the next 36 one-month periods. |

  35. Outstanding Equity Awards at 2025 Fiscal Year End

    | (3) Vesting schedule: approximately equal monthly installments following the vesting commencement date on the last day of each of the next 48 one-month periods. |

  36. Outstanding Equity Awards at 2025 Fiscal Year End

    | (4) Vesting schedule: 50% on the vesting commencement date and the balance vest in equal monthly installments over the next 24 months. |

  37. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K).

  38. Pay-Versus-Performance Table

    | Year (a) | Summary Compensation Table Total for PEO Schuetz ($)(1) (b) | Compensation Actually Paid to PEO Schuetz ($)(2) (c) | Summary Compensation Table Total for PEO Bisker-Leib ($)(3) (b) | Compensation Actually Paid to PEO Bisker-Leib ($)(4) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers($)(5) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers($)(6) (e) | Value of Initial Fixed $100 Investment Based On: | Net Income (in thousands)(8) (g) | | | | | | | | | Total Shareholder Return ($)(7) (f) | | | 2025 | 5,097,150 | 11,406,846 | — | — | 1,411,150 | 3,288,463 | 344 | (66,489) | | 2024 | 3,093,057 | 2,358,959 | 6,433,665 | 6,834,045 | 1,057,288 | 969,061 | 93 | (49,375) |

  39. Pay-Versus-Performance Table

    | (2) The Compensation Actually Paid to our PEO Thomas Schuetz reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |

  40. Pay-Versus-Performance Table

    | (4) The Compensation Actually Paid to our PEO Vered Bisker-Leib reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |

  41. Pay-Versus-Performance Table

    | (6) The Compensation Actually Paid to our NEOs (excluding PEOs) on average reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |

  42. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table Narrative Disclosure As discussed above, we use a combination of short-term cash incentive compensation opportunities for our executives, in the form of annual cash bonuses to incentivize and award delivery of the Company’s strategy and corporate objectives, and long-term equity incentive compensation, consisting of stock options and restricted stock units. These equity awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. Compensation Actually Paid and Company Total Shareholder Return The following graph reflects the relationship between our PEO (Thomas Schuetz), PEO2 (Vered Bisker Leib) and average non-PEO NEO “compensation actually paid” (“CAP”) and our cumulative Total Shareholder Return (“TSR”), assuming an initial fixed investment on December 31, 2023 of $100, for the fiscal years ended December 31, 2025 and 2024. Compensation Actually Paid and Net Income The following graph reflects the relationship between our PEO, PEO2 and average non-PEO NEO CAP, and our net income (loss) for the fiscal years ended December 31, 2025 and 2024. Because we are not a commercial-stage company, we did not have any revenue during the years ending 2025 and 2024. Consequently, our company has not historically looked to net income (loss) as a performance measure for our executive compensation program.